Exhibit 10.1

                                                           *** CONFIDENTIAL ***
Accelr8
   Technology
Corporation

**** Information redacted pursuant to a confidential treatment request. An
unredacted version of this exhibit has been filed separately with the
Commission.



                          FEASIBILITY TESTING AGREEMENT

                                 October 5, 2005


This Feasibility Testing Agreement ("Agreement") effective as of the date first
set forth above ("Effective Date") is made by and between Promega, Corp., a
Wisconsin corporation with its principal place of business at 2800 Woods Hollow
Road, Madison, WI 53711 ("Promega") and Accelr8 Technology Corp., a Colorado
corporation with its principal place of business at 7000 North Broadway, Suite
3-307, Denver, CO 80221 ("Accelr8") (each, a "Party" and, collectively, the
"Parties"). Capitalized terms used in this Agreement are as defined herein.

Whereas, Promega's primary business and scientific expertise is in the
development, sales and distribution of life sciences kits and reagents;

Whereas, Accelr8's primary business is to expand the modularity and versatility
of Accelr8's OptiChem(R) surface chemistry technology to enable or improve an
industrial customer's products;

Whereas, pursuant to the Mutual Non-Disclosure Agreement executed by the Parties
as of January 30, 2003, Promega has been investigating Accelr8's OptiChem(R)
surface chemistry and application methods ("Accelr8 Technology") for use in
association with Promega's [****] technologies ("Promega Field of Use");

Whereas, the Parties contemplate the potential licensing of the Accelr8
Technology by Promega in the Promega Field of Use;

Whereas, the Parties wish to collaborate in accordance with the terms and
conditions of this Agreement;

Whereas, the Parties have agreed to a License Agreement in the forms attached as
Exhibit D and will execute the License Agreement upon successful completion of
this Feasibility Agreement,

Now Therefore, in consideration of the mutual promises contained herein and
other good and valuable consideration, receipt of which is hereby acknowledged,
the Parties hereby agree as follows:

1.    Scope of Agreement

     This Agreement will focus on the development by Accelr8 of a customized
     [****] coating ("Customized Coating") for glass slides for use by Promega
     in the Promega Field of Use and a potential subsequent short

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     term supply of such glass slides should the development phases be
     successful and should Promega choose to have Accelr8 manufacture and supply
     slides for sale to third parties. If both Phases of the Feasibility
     Agreement have been successfully completed, the materials developed meet
     Promega's product performance parameters, and Promega wishes to sell slides
     with this Customized Coating, the Parties will enter into the License
     Agreement attached hereto as Exhibit D within ten (10) business days of
     completion of Phase 2.

2.   Development Obligations and Funding.


2.1  Development Obligations. The Feasibility Project is divided into two
     Phases, described in detail in Exhibit A, which constitutes an integral
     part of this agreement. During Phase 1, Accelr8 will perform development
     iterations of prototype [****] OptiChem(R) coated glass slide products,
     will develop quality control procedures and documentation, and will deliver
     prototypes for testing at Promega. During Phase 2, Accelr8 will develop and
     deliver to Promega [****] Optichem(R) slide product performance parameters,
     production processes, and written descriptions. Phase 2 of the glass slide
     development will be completed by February 28, 2006. From the Effective Date
     through February 28, 2006 ("Slide Development Term"), Accelr8 will devote
     all reasonably necessary scientific and laboratory resources to the
     development of the [****] OptiChem(R) prototypes, procedures, and process
     descriptions according to Exhibit A.

2.2  Delivery of Phase 2 [****] Products. Accelr8 will deliver to Promega
     two iterative sets of [****] slide products. Each delivery will
     include [****] slides. The timing of these deliveries will be established
     by mutual agreement of Promega and Accelr8 at the start of the Phase 2
     project.

2.3  Payment. Within ten (10) business days of the Effective Date, Promega
     will pay Accelr8 the sum of forty-nine thousand US dollars (US$49,000)
     in return for Accelr8's performance of the obligations specified under
     Phases 1 and 2 of this Agreement. If Promega determines that Phase 1
     has not been successfully completed, Promega will notify Accelr8 in
     writing and Accelr8 will within five (5) business days return to
     Promega the sum of twenty-two thousand US dollars (US$22,000), which
     represents the amount of the payment allocable to Phase 2 of this
     Agreement. Accelr8 will then have no obligation to perform any work on
     Phase 2 and the License Agreement will not be executed. Each Party will
     provide the necessary resources reasonably required for satisfying its
     obligations under this Agreement. With the exception of the payments
     due by Promega as specified above in this Section 2.3, each Party
     agrees that it will be entirely responsible for funding its own
     activities pursuant to this Agreement, unless otherwise mutually agreed
     by the Parties in writing.

2.4  Assistance. The Parties will cooperate with each other in good faith in
     order to achieve the goals of this Agreement. The Parties will share
     all relevant experimental samples, data and research results in the
     form of oral communications, presentations, documents, emails and
     electronic data generated during the term of this Agreement through
     regular and timely verbal exchanges. Information shared in accordance
     with this section will be treated as confidential by the Party to which
     it is disclosed and, subject to the confidentiality provisions
     specified in this Agreement. In addition, Accelr8 will provide
     reasonable amounts of technical support to Promega, at no cost to

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     Promega, in respect of Promega's use and analysis of the Prototype
     Samples during the term of this Agreement; provided however, that if
     Accelr8 reasonably believes that the provision of such technical
     support becomes overly burdensome, the Parties will in good faith
     determine how to resolve such issue.

2.5  Negation of Warranty. While Accelr8 shall make every effort to deliver
     optimized Prototypes, Accelr8 does not warrant any specific results of
     the efforts performed hereunder, or the performance of the Prototype
     Samples.

3.   Ownership of Inventions.

3.1  Inventions and Patent Prosecution. For the purposes of this Agreement,
     "Invention" means without limitation, all discoveries, processes, works
     of authorship, know-how, techniques, designs, compositions, art and
     techniques (whether or not patentable or copyrightable) that are: (a)
     conceived and reduced to practice during the term of this Agreement in
     furtherance of this Agreement; or (b) in the case of
     copyright-protectable works are fixed in a tangible medium during the
     term of this Agreement in furtherance of this Agreement. Regardless of
     who is considered an inventor under United States law, any Invention
     that constitutes an improvement of Promega's Background Technology
     shall be owned by Promega ("Promega's Improvement Invention"). Any
     Invention that constitutes an improvement of Accerl8's Background
     Technology shall be owned by Accerl8 ("Accerl8's Improvement
     Invention") and shall be included within the rights granted under the
     License Agreement attached to this Agreement at no additional cost to
     Promega. Any other inventions shall be Joint Inventions owned by both
     Parties without obligation of accounting to each other. If there is a
     Joint Invention in respect of which a patent application is filed, then
     Promega and Accelr8 agree to select mutually acceptable patent counsel
     to prepare and file such patent application and the Parties agree to
     cooperate in the enforcement and defense of such patents and patent
     applications. If the Invention is an Improvement Invention owned by
     either Party in accordance with this provision, the other Party shall
     cooperate as necessary in the preparation and filing of any patents or
     patent applications for which their employees are inventors. Ownership
     of any Invention will be determined in accordance with United States
     law.

3.2  Patent Costs. Each Party will be solely responsible for all patent
     prosecution costs and expenses ("Patent Costs") related to such Party's
     Improvement Inventions. The Parties will equally share reasonable,
     actually incurred and documented Patent Costs in respect of patent
     prosecution of Joint Inventions.

3.3  Identifying Inventions. Each Party will be diligent in identifying
     Joint Inventions made pursuant to this Agreement and will notify the
     other Party in writing thereof. Promega is not obligated to disclose
     Sole Inventions made pursuant to this Agreement; Accerl8 shall promptly
     disclose its Improvement Inventions and include them in the License
     Agreement if it is executed.

4.   Access to Other Party's Background Technology.

     Except as explicitly provided in this Agreement or otherwise agreed by
     the Parties in writing during the term hereof, neither Party may use
     the other Party's Background Technology or Confidential Information for
     any purpose (including without limitation any commercial purpose) other
     than for the purposes of carrying out their obligations pursuant to

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     this Agreement and no implied licenses or rights under any Background
     Technology or Confidential Information are granted by either Party
     under this Agreement and no rights or title in same are transferred by
     virtue of this Agreement, unless and until Promega and Accelr8 enter
     into a License Agreement in the form attached hereto. Nothing in this
     Agreement is intended to prevent either Party from using any
     information that is placed in the public domain by the other Party,
     provided that such information: (a) is not subject to any
     confidentiality obligations between the disclosing Party and any other
     person; and (b) does not constitute the Intellectual Property of the
     disclosing Party. Accelr8 and Promega agree that they will not
     distribute to any third party any of the other Party's Background
     Technology (including without limitation any proprietary materials,
     data, information and technology containing or constituting such
     Background Technology) provided to them by the other Party under this
     Agreement. "Background Technology" for the purposes of this Agreement
     means Intellectual Property that: (i) was owned, controlled or acquired
     by or granted to such Party prior to the Effective Date; or (ii) after
     the Effective Date is created, invented, conceived or reduced to
     practice by a Party solely by employees or agents of the Party or other
     than in furtherance of this Agreement. "Intellectual Property" for the
     purposes of this Agreement means inventions, discoveries, software
     (including object code, source code and documentation), works of
     authorship, know-how and techniques, in each case whether or not
     patentable, copyrightable, protectable by trade secret or subject to
     other forms of proprietary protection. Accelr8 Background Technology
     includes, but is not limited to, those patents and patent applications
     listed in Exhibit B. Promega's Background Technology includes, but is
     not limited to, those patents and patent applications listed in Exhibit
     C.

5.   Supply of Glass Slides.
5.1  Supply and Price. Upon successful completion of the two phases of
     development set forth in Section 2 above, Promega may elect to have
     Accelr8 supply [****] Opti-Chem(R) coated glass slides developed
     by Accelr8 ("Product") for a period of time through September 30, 2006,
     up to a maximum of [****] slides. Promega may purchase the Product
     through regular purchase orders under usual and customary terms and
     delivery shall take place no later than 60 days from placement of the
     order. The price shall be [****] per slide. Should Accelr8 experience
     increases in material and/or labor costs, Accelr8 may, with thirty (30)
     days' written notice, increase the price per slide by no more than [****].

5.2  Labeling.  Promega  shall  provide  Accelr8  with labels for the  Product,
     which  Accelr8  shall affix to each  Product at no additional cost.

5.3  Delay in shipment. If at any time it reasonably appears to Accelr8 that
     it may not meet a delivery schedule, Accelr8 must promptly notify
     Promega's Purchasing Department of the reasons for delay and estimated
     duration of delay at telephone number 608-277-2654 (Todd Hayes,
     Purchasing Manager), facsimile transmission number 608-277-2601 or
     electronic mail to thayes@promega.com, or via another means as Promega
     may designate. In the event Accelr8 is unable or unwilling to deliver
     the amount of the Product ordered by Promega, Accelr8 must notify
     Promega's Purchasing Department within five (5) days of receipt of
     Promega's purchase order. If directed by Promega's Purchasing
     Department, to the extent not already provided under this Feasibility
     Agreement, Accelr8 must provide the manufacturing protocols and other

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     information necessary for Promega to manufacture the Product itself
     within ten (10) days of receipt of Promega's written request for the
     protocols. Accelr8 must send the manufacturing protocols and other
     information to Promega via facsimile transmission with original hard
     copies sent via express mail to the Promega employee designated by
     Promega. Accelr8 must also provide technical assistance and Promega
     must pay the fees and reimbursements as set forth in Section 6 below.

5.4  Warranty. Accelr8 hereby warrants that all Product will meet or exceed
     the specifications set forth on the Quality Control Specifications that
     will be developed and delivered as part of Phase 2 of development.
     Accelr8 shall repair or replace any Product failing to meet such
     specification. If repair or replacement is not feasible, Accelr8 will
     reimburse Promega for any payment for such Product. Accelr8 understands
     and agrees that Promega will be reselling the Product and the warranty
     provided hereunder shall not be voided due to use of the Products by
     Promega's customers; provided, however, that Promega and its customers
     use and store the Product in accordance with Accelr8's recommendation.
     Each Product shipment must include Accelr8's Certificate of Analysis
     setting forth protocols and test or other evaluation information
     warranting compliance with the Quality Control Specifications.


6.   Technology Transfer.

     In the event Promega chooses not to have Accelr8 supply glass slides, or
     Acceler8 is unable or unwilling to deliver product as set forth in Section
     5.3 above, and in no event later than April 30, 2006, Accelr8 shall provide
     to Promega or a third party designated by Promega technical assistance to
     enable complete, timely and effective transfer of all know-how associated
     with manufacture and quality control of the slides. Technology transfer
     will be considered complete when Promega has received complete
     manufacturing and QC testing procedures, Accelr8 has provided raw material
     vendors and specifications, and has identified the relevant processing
     equipment and has provided onsite technical support to begin manufacturing.
     Accerl8 also agrees to to provide a reasonable level of continued support
     in the event that problems arise during actual production. In consideration
     for this technical assistance, Promega shall pay Accelr8 a fee of [****],
     as well as reasonable travel and other out-of-pocket expenses incurred in
     providing the assistance. The fee and expense reimbursement will be paid
     within ten (10) business days after successful completion of the transfer.

7.   Confidentiality.

7.1  Confidentiality Obligation. During the term of this Agreement and for 5
     years thereafter notwithstanding the termination or expiration hereof,
     each Party will maintain in confidence all information that is
     disclosed to it by the other Party in connection with this Agreement,
     which is identified in writing or if disclosed orally or visually, is
     within thirty (30) calendar days of the date of disclosure, confirmed
     in writing as confidential by the disclosing Party, or which
     information should reasonably be considered confidential by the
     receiving Party taking into account the nature of the information and
     the circumstances of its disclosure ("Confidential Information").

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     Confidential Information will include without limitation, all
     information relating to both Parties' business, activities and each
     Party's Background Technology.

7.2  Exceptions. Confidential Information does not include information that:
     (i) is or later becomes available to the public through no breach of
     this Agreement or any other agreement to which the disclosing Party is
     a party; (ii) is obtained from a third party who had the legal right to
     disclose the information; (iii) as of the date of disclosure, is
     already in the possession of the Party to whom disclosure is made
     through no breach of any obligation owed by any person or entity to the
     disclosing Party; or (iv) is independently developed by the receiving
     Party without the use of the disclosing Party's Confidential
     Information, as reasonably demonstrated by the receiving Party's
     records.

7.3  Disclosures Required by Law. If the receiving Party is required by a
     valid order of a court or other governmental body or is otherwise
     required by law to disclose Confidential Information, it will give the
     disclosing Party timely written notice of such requirement before
     disclosing any such Confidential Information and will cooperate with
     the disclosing Party to seek a protective order, confidential treatment
     or other appropriate measures requiring, amongst other things, that the
     Confidential Information so disclosed be used only for the purposes for
     which the order was issued and the Confidential Information so
     disclosed be redacted to limit the extent of disclosure to the minimum
     extent required to comply with the relevant court or government body
     order.

8.   Term.

8.1  Term and Termination. This Agreement will enter into effect on the
     Effective Date and will expire on September 30, 2006, subject to
     extension by mutual agreement of the Parties in writing. A Party may
     terminate this Agreement with immediate effect upon written notice to
     the other Party, if the other Party has failed to remedy a material
     breach of this Agreement within thirty (30) calendar days of the date
     of dispatch from the non-breaching Party to the breaching Party, of
     written notification identifying such material breach and requiring the
     cessation or remedy thereof.

8.2  Effect of Termination. Upon termination of this Agreement by reason of
     Accerl8's breach, Promega Background Technology and Promega
     Confidential Information received by Accelr8 pursuant to this Agreement
     will, at Promega' option either be returned to Promega or properly
     destroyed, and Promega will be entitled to receive all work performed
     by Accerl8 on its behalf up to the date of termination. Upon
     termination of this Agreement by reason of Promega's breach, Accelr8
     Background Technology and Accelr8 Confidential Information received by
     Promega pursuant to this Agreement will, at Accelr8's option either be
     returned to Accelr8 or properly destroyed. Notwithstanding the previous
     sentence, each Party's attorneys may retain one copy of any
     Confidential Information or Background Technology received from the
     other Party pursuant to this Agreement for the sole purpose of
     determining each Party's compliance with the terms of this Agreement.
     Except as permitted by this Agreement or the attached License
     Agreement, neither Party may use the other Party's Background
     Technology or Confidential Information for any purpose whatsoever,
     after the expiration or termination of this Agreement. The terms of
     Sections 3, 4, 5.4, 6, 7, 8, 9, 10, 11and 12 will survive any
     expiration or termination of this Agreement.

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9.   Representations and Warranties.

9.1  Representations and Warranties. Each Party represents and warrants
     that: (a) there are no outstanding agreements, assignments or
     encumbrances in conflict with the provisions of this Agreement; (b) it
     has the requisite power and authority to enter into this Agreement and
     perform the obligations and grant the rights set forth herein; (c) it
     will comply with all applicable laws, regulations and orders of any
     governmental authority of competent jurisdiction in its performance of
     this Agreement; (d) all persons participating in this Agreement on
     behalf of such Party have effectively and validly assigned to such
     Party all right, title and interest in all Inventions such person
     creates in the course of performing this Agreement; and (e) such Party
     has not transferred any right, title or interest to any third party in
     conflict with any right, title or interest transferred or to be
     transferred herein.

9.2  Disclaimer. EXCEPT AS OTHERWISE SPECIFIED IN THIS AGREEMENT, ALL
     BACKGROUND TECHNOLOGY AND CONFIDENTIAL INFORMATION IS PROVIDED "AS-IS"
     AND THE PARTY FURNISHING BACKGROUND TECHNOLOGY AND CONFIDENTIAL
     INFORMATION HEREUNDER HEREBY DISCLAIMS ALL OTHER REPRESENTATIONS AND
     WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT
     LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
     PARTICULAR PURPOSE, ACCURACY, RESULT, EFFORT, TITLE AND
     NON-INFRINGEMENT.

10.  Indemnification.

Each Party is responsible for its own acts and omissions relating to this
Agreement and any materials provided in connection with this Agreement. Each
Party agrees to indemnify, defend and hold the other Party harmless, along with
such Party's employees, trustees, officers, agents and directors, from and
against any and all losses, claims, damages and/or liabilities (including but
not limited to reasonable and documented attorneys' fees and other related
costs) arising out of personal injury or death of such Party's employees,
trustees, officers, agents and directors, or loss of or damage to its tangible
personal property, in connection with the performance of this Agreement, except
to the extent that such injury, death, loss or damage is determined, after final
judgment from which no appeal can be taken, to have resulted from an act or
omission amounting to gross negligence or willful misconduct of the Party
seeking indemnification or an employee, trustee, officer, agent or director
thereof.

11.  Limitation of Liability.

EXCEPT FOR BREACHES OF SECTIONS 4, 5, 6, 7 AND 9 ABOVE AND TO THE EXTENT OF
EITHER PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 10 ABOVE, NEITHER PARTY
WILL BE LIABLE TO THE OTHER PARTY FOR: (A) THE PROCUREMENT OF SUBSTITUTE GOODS,
TECHNOLOGY, OR SERVICES; OR (B) INDIRECT, SPECIAL, INCIDENTAL, RELIANCE OR
CONSEQUENTIAL DAMAGES OF ANY KIND, REGARDLESS OF THE FORM OF ACTION WHETHER IN
CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), STRICT LIABILITY, OR
OTHER LEGAL OR EQUITABLE THEORY, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.

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12.  Miscellaneous.

12.1.Compliance with Law. Neither Party will use or otherwise disclose any
     Background Technology or Confidential Information provided by the other
     Party pursuant to this Agreement in contravention of any laws or
     regulations of the United States, or any other applicable jurisdiction,
     including, but not limited to, insider trading laws and export laws.

12.2 Entire Agreement. This Agreement and attachments together with the
     Mutual Non-Disclosure Agreement executed by the Parties as of May 2,
     2003, sets forth the entire agreement and understanding of the Parties
     with respect to the subject matter herein and supersedes all proposals,
     oral or written, all negotiations, conversations or discussions between
     the Parties and all past dealing or industry custom, relating to the
     subject matter of this Agreement.

12.3 Independent Parties. Each of the Parties is an independent contractor
     and may not act as or be construed as an agent, joint venturer or
     employee of the other Party. Each Party understands that it is not
     authorized to incur any expenses on behalf of the other Party.

12.4 Severability. If any term or provision of this Agreement is found by a
     court of competent jurisdiction to be invalid, illegal or otherwise
     unenforceable, the same will not affect the other terms or provisions
     hereof or the whole of this Agreement, but such term or provision will
     be deemed modified to the extent necessary in the court's opinion to
     render such term or provision enforceable, and the rights and
     obligations of the Parties will be construed and enforced accordingly,
     preserving to the fullest permissible extent the original intent and
     agreement of the Parties.

12.5 Equitable Relief. Each Party understands that any unpermitted
     disclosure or improper use of any Confidential Information or
     Background Technology provided to it or owned by the other Party will
     result in irreparable harm for which there is no adequate remedy that
     can be compensated by an award of monetary damages and the providing or
     owning Party will be entitled to temporary and permanent injunctions,
     in addition to all other available remedies.

12.6 Assignment. Neither Party may assign this Agreement without the prior
     written consent of the other Party. Any purported assignment in
     violation of this section is void and will constitute a breach of this
     Agreement. The preceding sentence notwithstanding, Promega may assign
     this Agreement in conjunction with the sale or transfer of
     substantially all of the assets associated with this Agreement or in
     the event of Promega' amalgamation or merger with a third party.
     Subject to the foregoing, this Agreement is binding upon each Party's
     successors and/or permitted assigns.

12.7 Amendment; Waivers. This Agreement may not be modified or amended
     except by the mutual written agreement of the Parties. No waiver of any
     provision of this Agreement will be effective unless it is in writing
     and signed by the Party against which it is sought to be enforced. The
     delay or failure by either Party to exercise or enforce any of its
     rights under this Agreement will not constitute or be deemed a waiver
     of that Party's right thereafter to enforce those rights, nor will any
     single or partial exercise of such right preclude any other further
     exercise thereof or the exercise of any other right.

12.8 Governing Law and Jurisdiction. This Agreement, including all matters
     of construction, validity and performance will be governed by and
     construed and enforced in accordance with the laws of the State of

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     Colorado, as applied to contracts made, executed and to be fully
     performed in Colorado by citizens of Colorado, without regard to its
     conflict of laws rules and notwithstanding the actual residence of the
     Parties. Notwithstanding the foregoing, the Parties may apply to any
     court of competent jurisdiction for temporary injunctive relief.

12.9 Disputes. In the event of litigation between the Parties arising from
     this Agreement, the prevailing Party will be entitled to recover court
     costs and reasonable, documented fees of attorneys and experts incurred
     by such Party in connection with the action.

12.10    Force Majeure. Neither Party will lose any rights hereunder or be
         liable to the other Party for damages or losses (except for payment
         obligations) on account of failure of performance by the defaulting
         Party if the failure is occasioned by war, strike, fire, Act of God,
         earthquake, flood, lockout, embargo, governmental acts or orders or
         restrictions, failure of suppliers, or any other reason where failure
         to perform is beyond the reasonable control and not caused by the
         negligence or intentional conduct or misconduct of the non-performing
         Party and such Party has exerted all reasonable efforts to avoid or
         remedy such force majeure; provided however, that in no event will a
         Party be required to settle any labor dispute or disturbance. If an
         event of force majeure continues in force for a period of more than
         ninety (90) calendar days, the non-affected Party may terminate this
         Agreement with immediate effect by providing written notice to the
         other Party.

12.11    Other Remedies Cumulative. Except where otherwise specified, the rights
         and remedies granted to a Party under this Agreement are cumulative and
         in addition to, and not in lieu of, any other rights or remedies that
         the Party may possess at law or in equity, including, without
         limitation, rights or remedies under applicable patent, copyright,
         trade secret or proprietary rights, laws, rules or regulations.

12.12    Notice. Any notice or other communication given pursuant to this
         Agreement will be in writing and will be effective upon its personal
         delivery to the Party for whom it is intended, or upon its delivery
         (with confirmation) by an overnight delivery service, or five (5)
         business days following its deposit into the United States mail
         (certified mail, return receipt requested), addressed to such Party at
         the address set forth below; provided however that notices may not be
         sent by email. Neither Party may send notices under this Agreement by
         electronic mail. Either Party may designate a different address by
         providing written notice to the other Party in accordance with this
         section.

12.13    Address for Notices to Promega: Promega Corporation, General Counse
         2800 Woods Hollow Road, Madison, WI 53711

12.14    Address for Notices to Accelr8:  7000 N. Broadway, Suite 3-307, Denver,
         CO 80221; Attn:  Thomas V. Geimer, Chairman and CEO.


12.15    Use of Name. Neither Party will use the name(s) of the other Party or
         any abbreviation or variant thereof, in any press release or commercial
         advertisement or similar material that is used to promote or sell
         products or services, unless such Party obtains in advance the written
         consent of the named Party to such use.

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12.16    Publicity. The Parties will not make any public announcement of, or
         otherwise disclose to a third party, the existence or terms and
         conditions set forth in this Agreement, except as mutually agreed in
         writing or as required by disclosure obligations arising under law
         pursuant to the confidentiality provisions of this Agreement; provided
         however, that Promega may disclose terms of this Agreement to its
         affiliates under obligations of non-disclosure.

12.17    Counterparts. This  Agreement may be executed in counterparts each of
         which will be deemed an original, but all of which together will
         constitute one and the same original.


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IN WITNESS WHEREOF, duly authorized officers or representatives of Promega and
Accelr8 have executed this Agreement as of the Effective Date:



Promega Corp.                                        Accelr8 Technology Corp.




/s/  William A. Linton                               /s/  Thomas V. Geimer
-----------------------                              ----------------------

William A. Linton                                    Thomas V. Geimer

Chairman and CEO                                     Chairman and CEO